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耐普矿机: 国金证券股份有限公司关于江西耐普矿机股份有限公司向不特定对象发行可转换公司债券之发行保荐书
Zheng Quan Zhi Xing· 2025-08-19 16:34
Core Viewpoint - Jiangxi Naipu Mining Machinery Co., Ltd. is planning to issue convertible bonds to unspecified investors, with the aim of raising funds for a new materials manufacturing project in Peru and to supplement working capital. The issuance is supported by Guojin Securities as the lead underwriter, and the company has undergone necessary due diligence and internal reviews to ensure compliance with relevant regulations [1][6][17]. Group 1: Company Overview - Jiangxi Naipu Mining Machinery Co., Ltd. was established on October 14, 2005, with a registered capital of 168.77 million RMB [2]. - The company specializes in manufacturing mining machinery and related products, including research and development, sales, and engineering design services [2][9]. - The company has established stable partnerships with well-known mining companies both domestically and internationally, enhancing its market presence [9]. Group 2: Bond Issuance Details - The total amount to be raised through the bond issuance is capped at 450 million RMB, which will be allocated to the Peru project and working capital [13][17]. - The funds will not be used for loss compensation or non-productive expenditures, ensuring compliance with regulatory requirements [14][24]. - The issuance has been approved by the company's board and shareholders, pending final approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [7][17]. Group 3: Financial Performance - The company reported net profits of 134.32 million RMB, 80.07 million RMB, and 116.47 million RMB for the years 2022, 2023, and 2024, respectively, indicating a stable financial performance [9][10]. - The average distributable profit over the last three years is sufficient to cover the interest on the proposed bonds, demonstrating financial viability [15]. Group 4: Compliance and Risk Management - Guojin Securities has conducted thorough due diligence and internal reviews, confirming that the application documents meet legal requirements and do not contain false statements or omissions [4][6]. - The company has established a robust internal control system and governance structure, ensuring compliance with relevant laws and regulations [11][12]. - The company has no significant financial investments or debts that would hinder its ability to issue new bonds [10][21].
耐普矿机: 上海市锦天城律师事务所关于江西耐普矿机股份有限公司向不特定对象发行可转换公司债券的法律意见书
Zheng Quan Zhi Xing· 2025-06-23 04:17
Core Viewpoint - Jiangxi Naipu Mining Machinery Co., Ltd. is planning to issue convertible bonds to unspecified objects, with legal opinions provided by Shanghai Jintiancheng Law Firm to ensure compliance with relevant laws and regulations [1][2][3]. Group 1: Legal Framework and Compliance - The issuance of convertible bonds is governed by the Securities Law, Company Law, and relevant regulations, ensuring that the process adheres to legal standards [1][2]. - The law firm confirms that all necessary documents and materials provided by the issuer are accurate and complete, with no significant omissions [2][3]. - The legal opinion states that the issuer has obtained necessary approvals from the board of directors and shareholders for the bond issuance [9][10]. Group 2: Issuer's Qualifications - Jiangxi Naipu Mining Machinery Co., Ltd. is a legally established and operational joint-stock company, with a registered capital of RMB 168,772,604 [10][11]. - The company has been listed on the Shenzhen Stock Exchange since February 12, 2020, under the stock code "300818" [11][12]. - The issuer has no significant legal violations in its recent three years of operations, affirming its eligibility for the bond issuance [10][14]. Group 3: Financial and Operational Conditions - The total amount to be raised from the bond issuance is not to exceed RMB 450 million, aimed at funding projects and supplementing working capital [13][17]. - The issuer's average distributable profits over the last three years are sufficient to cover the interest on the bonds, meeting the financial requirements set forth in the regulations [13][18]. - The funds raised will not be used for loss compensation or non-productive expenditures, aligning with regulatory stipulations [17][19]. Group 4: Independence and Governance - The issuer operates independently from its controlling shareholder, with a complete business operation system and no significant related party transactions [20][23]. - The company has established a robust organizational structure, including a board of directors and various committees, ensuring effective governance [22][23]. - The issuer's financial management is independent, with a dedicated finance department and no shared bank accounts with its controlling shareholder [22][23].
耐普矿机拟募4.5亿投建秘鲁项目 亚非拉订单增长迅猛营收创新高
Chang Jiang Shang Bao· 2025-04-11 02:16
Core Viewpoint - Nepean Mining (300818.SZ) plans to enhance its overseas market presence by issuing convertible bonds totaling up to 450 million yuan, primarily for a new materials mining wear parts manufacturing project in Peru and to supplement working capital [1][2]. Group 1: Financial Performance - In 2024, the company expects to achieve a revenue of 1.122 billion yuan, marking a historical high, with a year-on-year growth of 19.62% [1][6]. - The net profit attributable to the parent company is projected to increase by 45.46% to 116 million yuan, reversing a two-year decline [1][6]. - The company's revenue has fluctuated from 368 million yuan in 2020 to 938 million yuan in 2023, with significant growth in 2021 due to the Eerdenet project [6]. Group 2: Investment and Project Details - The proposed issuance of convertible bonds includes 325 million yuan allocated for the Peru project and 125 million yuan for working capital [2]. - If the bond issuance is successful, the total funds raised by the company will reach 1.22 billion yuan [4]. Group 3: Market Expansion and Strategy - The company is focusing on large-scale modern non-ferrous and ferrous metal mining enterprises, with a strong emphasis on international markets, particularly in resource-rich regions like South America and Africa [2]. - Nepean Mining has successfully expanded its global footprint, selling products directly to countries such as Mongolia, Chile, Kazakhstan, and Peru [2]. Group 4: Revenue Composition and Profitability - In 2024, overseas revenue is expected to reach 758 million yuan, accounting for 67.61% of total revenue, an increase of 12.26 percentage points from 2023 [6]. - The company reported a gross margin of 39.93% for its manufacturing business in 2024, with rubber wear parts achieving a gross margin of 42.65% [7].